EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made this 13{th}
day of September, 2000, by and between XXXXXX X. XXXXXX ("Executive") and
AMERICAS POWER PARTNERS, INC., a Colorado corporation (the "Company").
RECITALS
A. The Company is engaged in the business of acquiring, developing,
owning and operating power generation facilities.
B. The Company agrees to employ Executive on the terms and
conditions provided herein.
C. The parties consider it to be mutually advantageous to enter into
an employment contract under the terms and conditions specified herein.
D. In the course of such employment, Executive may utilize and have
access to confidential information, pricing lists, customer lists and other
proprietary assets of the Company.
CLAUSES
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
SECTION 1 RECITALS. The Recitals shall constitute a part of this
Agreement.
SECTION 2 EMPLOYMENT. The Company shall employ the Executive and the
Executive hereby accepts such employment, upon the terms and conditions
hereinafter set forth.
SECTION 3 TERM. The term of employment shall commence on the 11th
day of September, 2000 (the "Commencement Date") and shall terminate upon
the third anniversary of the Commencement Date unless sooner terminated
pursuant to Section 8 herein (the "Term").
SECTION 4 RESPONSIBILITIES.
SECTION 4.1 DUTIES. The specific duties of Executive's position
shall be consistent with that of a Chief Executive Officer, as
reasonably assigned by the Company's Board of Directors from time to
time. The Executive shall have the title "Chief Executive Officer"
and shall report directly to the Board of Directors. During the Term
of this Agreement, Executive shall contribute his best professional
efforts, skills and services for the business and benefit of the
Company and shall follow the reasonable directions of the Company's
Board of Directors. The Executive agrees to devote his full time and
attention to the performance of his duties and responsibilities to the
Company. The Executive's services shall be exclusive to the Company,
except for services rendered by Executive to TEP (as defined in
Section 8.2.3 of this Agreement). Executive shall direct to the
Company any business opportunities of which he becomes aware in the
fields in which the Company is in business or in related fields in
which it may be beneficial for the Company to diversify other than
those in the business of TEP as such business is defined in Section
8.2.3 of this Agreement.
SECTION 4.2 BOARD OF DIRECTORS.
SECTION 4.2.1 APPOINTMENT. On the Commencement Date,
Executive shall be named as a member and Chairman of the Board of
Directors of the Company.
SECTION 4.2.2 STOCK OPTIONS. As a member of the Board of
Directors of the Company, Executive shall assist in establishing
a qualified incentive stock option plan ("Option Plan"), which
Executive shall be entitled to participate in the same manner as
other executives of the Company. Upon the adoption by the Board
of Directors of the Option Plan, Company shall use its best
reasonable efforts to cause the Option Plan to replace the
existing employee stock options.
SECTION 5 COMPENSATION. During the Term of this Agreement, Executive
shall be compensated as follows:
SECTION 5.1 FIRST YEAR. For the period from the Commencement
Date to the first anniversary of the Commencement Date ("Initial
Period"), Executive shall receive as base compensation, the sum of
Four Hundred Eighty Thousand Dollars ($480,000) ("First Year Base").
In addition, to the First Year Base, Executive, shall at the end of
the first year, earn a bonus of Five Hundred Thousand Dollars
($500,000) ("First Year Bonus"). Executive shall earn the First Year
Base and First Year Bonus ratably over the Initial Period and the
First Year Base and First Year Bonus shall be paid to Executive
pursuant to that certain Unfunded Non-Qualified Deferred Compensation
Agreement, dated of even date herewith ("Deferred Compensation
Agreement") and attached hereto as Exhibit A.
SECTION 5.2 SECOND AND THIRD YEAR.
SECTION 5.2.1 ANNUAL SALARY. For the period commencing on the
First Anniversary of the Commencement Date to the end of the
Term, Company shall pay Executive as base compensation an annual
sum equal to Four Hundred Eighty Thousand Dollars ($480,000)
multiplied by one hundred percent (100%) plus the percentage
increase listed in the CONSUMER PRICE INDEX - All Workers for the
Chicago Metropolitan Area during the prior period of Executive's
employment, which shall be recalculated on each anniversary of
his Executive's employment ("Annual Salary").
SECTION 5.2.2 PAYABLE. The Annual Salary shall be
payable monthly in accordance with the normal payroll practices
of the Company with respect to its executives. Notwithstanding
the foregoing, in no event shall Executive be payed less
frequently than one time per month.
SECTION 5.2.3 BONUS. On or before the first anniversary
of the Commencement Date and the second anniversary of the
Commencement Date, the Company's Compensation Committee shall
establish a bonus plan with objective performance targets
acceptable to Executive and the Company's Board of Directors,
which shall apply to all senior executives for the year then
beginning ("Performance Target"). If Executive meets the
Performance Target for that given year, Executive shall receive a
bonus of Five Hundred Thousand Dollars ($500,000). If the
approved bonus plan covering all senior executives provides for a
less than target bonus in the event of achievement of part of the
Performance Target for the year and/or a greater than target
bonus if the Performance Target is exceeded, Executive shall also
receive a lesser or greater than target bonus. The bonus earned
("Bonus") shall be paid within thirty (30) days after the
determination of whether the Performance Target has been met.
SECTION 6 BENEFITS. To the extent Executive qualifies,
Executive may participate in all health, disability, life insurance or
other employee benefit plans established by the Company for its employees,
as such plans are in effect from time to time, in accordance with their
terms ("Benefits").
SECTION 7 RELOCATION.
SECTION 7.1 CHICAGO METROPOLITAN AREA. Within ninety (90)
days of the Commencement Date, Executive shall relocate to, and his
residence shall remain in, the Chicago Metropolitan Area during the
remainder of the Term.
SECTION 7.2 RELOCATION EXPENSES. Company shall reimburse
Executive for his moving and other relocation expenses in an amount
not to exceed Twenty-Five Thousand Dollars ($25,000).
SECTION 8 TERMINATION BY THE COMPANY OR THE EXECUTIVE.
SECTION 8.1 TERMINATION. Subject to the conditions set forth
in Section 8.2 herein, the Company may at any time hereafter terminate
this Agreement immediately for any reason with or without cause and
the Executive may, upon not less than thirty (30) days written notice,
terminate this Agreement for any reason.
SECTION 8.2 PAYMENT UPON TERMINATION.
SECTION 8.2.1 WITHOUT CAUSE OR AFTER CHANGE IN CONTROL If
the Company terminates Executive without Cause (as defined in
Section 8.2.3) or Executive terminates his employment within one
(1) year after a Change in Control (as hereinafter defined),
subject to the Setoff (as hereinafter defined), (a) within thirty
(30) days of termination, Company shall pay Executive the unpaid
balance of any compensation pursuant to the Deferred
Compensation Agreement plus any Annual Salary, and Bonus earned,
but unpaid, as of the date of termination, (b) Company shall
continue to pay Executive the base compensation (either First
Year Base or Annual Salary), that Executive was earning on the
date of termination for one (1) year after such termination; (c)
Executive's Benefits shall continue during the one (1) year
following his termination, and (d) any and all monies due and
owing from that certain promissory note entered into by and
between Company and Executive dated of even date herewith in the
original amount of One Million Dollars ($1,000,000) ("Promissory
Note") shall be due in full on the second annual anniversary date
of Executive's termination of employment.
As used herein, the phrase, "Change of Control" shall mean
the first date on which fifty percent (50%) or more of the voting
stock of the Company is owned directly or indirectly, by one
individual or entity or group of individuals or entities acting
in concert.
Notwithstanding anything contained herein to the contrary,
Sections 8.2.1 (b) and (c) shall be additional compensation
("Additional Compensation") and such Additional Compensation
shall not be paid unless and until Executive signs a full release
of all claims which shall read as follows:
In consideration for the Additional Compensation paid to
Xxxxxx X. Xxxxxx ("Executive") pursuant to Section 8.2.1 of his
Employment Agreement with Americas Power Partners, Inc., the
adequacy of which is acknowledged, Executive, on behalf of
himself, his agents, heirs, executors, administrators,
successors, representatives and assigns, hereby fully and finally
releases and forever discharges Americas Power Partners, Inc.,
and all related companies, and all of their officers, directors,
shareholders, agents, attorneys, current employees, former
employees, representatives, successors and assigns (the "Released
Parties") from any and all claims, actions or causes of action,
known or unknown, based upon any contract or agreement with, or
act or omission by any of the Released Parties occurring prior to
the execution of this Settlement Agreement and General Release,
including but not limited to any claims arising out of or in
connection with Executive's employment and/or separation of
employment, and Executive waives any right to file an
administrative charge or lawsuit against any of the Released
Parties under Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, the Civil Rights Act of 1991,
the Age Discrimination in Employment Act of 1967, as amended by
the Older Workers Benefit Protection Act of 1990, and/or any
other federal, state or local statute, ordinance, rule or
regulation, under the common law of any state, or under any
contract or any other theory of relief. Notwithstanding anything
stated in this Section to the contrary, this release shall not
constitute a waiver of any claim that Executive may have arising
out of the Worker's Compensation Act or for compensation or
Benefits accrued or vested through the date of termination, or
Additional Compensation, or any rights of indemnification that
Executive may be otherwise entitled to under the Bylaws of
Americas Power Partners, Inc.
SECTION 8.2.2 DISABILITY OR DEATH, If Executive's
employment terminates due to death or Permanent Disability (as
hereinafter defined), subject to the Setoff (as hereinafter
defined), (a) within thirty (30) days of such termination,
Company shall pay Executive the unpaid balance of any
compensation due and owing to him in accordance with the Deferred
Compensation Agreement plus any Annual Salary and Bonus earned,
but unpaid as of the date of termination, (b) Executive's
Benefits shall cease upon termination, and (c) the Promissory
Note shall be due in full on the second annual anniversary date
of such termination.
As used herein, "Permanent Disability" shall mean incapacity
due to a permanent physical or mental disability that prevents
Executive from performing the essential functions of his
position.
SECTION 8.2.3 TERMINATION BY COMPANY FOR CAUSE OR
TERMINATION BY EXECUTIVE WITH OR WITHOUT CAUSE. If Company
terminates Executive for Cause (as hereinafter defined), or upon
termination of employment by Executive with or without Cause
(except due to death or Permanent Disability or within one (1)
year after a Change of Control), subject to the Setoff (as
defined hereinafter), within thirty (30) days of such
termination, (a) Company shall pay Executive all compensation due
and owing under the Deferred Compensation Agreement plus any
Annual Salary and Bonus earned, but unpaid as of the date of
termination, (b) Company shall have no obligation to pay
Executive any unearned compensation (First Year Salary or Annual
Salary) or Benefits, (c) if termination occurs during the Initial
Period, within sixty (60) days of said termination of Employment,
Company shall have option to purchase at a purchase price of one
dollar twenty five cents ($1.25) per share, that number of shares
of common stock of Company owned by Executive equal TO twelve
(12) minus the number of full months Executive worked during the
Term multiplied by Sixty-Six Thousand Six Hundred and Sixty-Seven
(66,667), and (d) within thirty (30) days of termination of
employment, Executive shall repay all unpaid principal and
interest due under the Promissory Note.
As used herein, "Cause" shall mean, as determined by the
Board of Directors of Company, (a) Executive's commission of
theft or embezzlement or other fraudulent act by Executive in
connection with his employment with Company, (b) Executives
diversion for Executive's benefit of any business opportunity of
Company involving any business that is reasonably within the
capability of Company to perform or substantially similar to that
in which Company is then engaged or that Company is actively
considering and which opportunity Company has not declined in
writing to pursue, (c) Executive's willful misconduct or
intentional nonperformance in connection with his duties
hereunder, (d) issuance of an injunction or other decree against
Executive prohibiting him from performing any of the services
required of him by Company, or (e) failure to relocate or to
remain in the Chicago Metropolitan Area in accordance with
Section 7, unless authorized by the Board of Directors of the
Company in writing. Notwithstanding anything contained herein to
the contrary, ownership by the Executive's family of Xxxxxx Xxxxx
Power ("TEP") and sales of TEP of steam turbine power drives and
generators sets and assembly of generator sets and switch gear
shall not be deemed Cause.
SECTION 8.2.4 SETOFF. In lieu of making a payment,
pursuant to Sections 8.2.1, 8.2.2 or 8.2.3 of this Agreement and/or
the Deferred Compensation Agreement, Company is entitled to setoff
against such payments any amount owing to the Company by Executive,
whether or not then due, under the Promissory Note.
SECTION 9 NON-COMPETITION.
SECTION 9.1 SEPARATION AGREEMENT. Pursuant to the Separation
Agreement and Release ("Separation Agreement") dated January 19, 2000
by Trigen Energy Corporation ("TEC") and Executive, Executive agreed
that through January 19, 2002, Executive shall not compete with TEC or
its subsidiaries in any territories in which, as of January 19, 2000,
TEC or its subsidiaries had or were developing operations. Until
January 19, 2002, Company agrees that as long as Executive is employed
by Company or owns five percent (5%) or more of the Company's
outstanding stock, Company shall not do or pursue business in the
territories attached hereto as Exhibit B ("Territories").
SECTION 9.2 INDEMNIFICATION. Executive shall indemnify
Company, its affiliates and Xxxxxxxxx Services, Inc. and their
respective officers, directors and shareholders, and hold them
harmless from and against any loss, damage, liability and expense,
including attorney fees and costs, incurred as a result of TEC, its
successor or assigns, alleging any liability of the Company as a
result of the Separation Agreement, other than as a result of Company
actually doing business within any of the Territories without the
approval or direction of the Executive.
SECTION 10 PROTECTION OF CONFIDENTIAL INFORMATION. "Confidential
Information" shall mean all information which is furnished by the Company
to Executive or to which Executive gains access during the course of his
employment with the Company which is either non-public, confidential or
proprietary in nature, including, but not limited to financial statements
that pertain to the Company's channels of distribution, pricing policy and
records, sales representative commission policy, inventory records, sales
volume by products, customer or geographic area, methods of manufacturing
or producing the Company's products, computer systems, software, compute
hardware, computer codes, programs and formula, technology, designs, secret
processes and such information normally understood to be confidential or
otherwise designated by the Company as confidential, together with
analyses, proposals, compilations, forecasts, studies or other documents
prepared by the Company, its agents, representatives (including attorney's,
accountants and financial advisors) or employees which contain or otherwise
reflect such information but exclusive of such information which is (a)
already known to Executive on the date hereof, (b) is or becomes publically
known through no act of Company or Executive, or (c) is disclosed pursuant
to the order of a Court of competent jurisdiction. All Confidential
Information furnished to Executive by the Company shall be returned to the
Company upon the termination of Executive's employment, together with all
copies made thereof. This Section 10.1 shall survive the termination of
this Agreement. Executive agrees, except in the performance of his duties
to the Company, not to use, duplicate nor communicate to third parties any
of the Confidential Information.
XXXXXXX 00 XXXXXXXXXXX XXXXXXXX. The Executive agrees that, except in
the performance of his duties hereunder, during the Term and for a
period of one (1) year following the termination of his employment for
any reason, he will not, either directly or indirectly, in any
capacity (whether as owner, partner, shareholder, broker, dealer,
agent, employee, consultant or otherwise):
(i) solicit employees of the Company for employment; or
(ii) call upon any customer of the Company for the purpose of
soliciting and/or selling products to any customer, or sell or
deliver any products or provide any services to any customer,
which are or may be in competition with those products sold or
services provided by the Company, or induce any of such customers
to terminate or curtail in any fashion their business dealings
with the Company.
For purposes of this Section, the term "customer(s)" shall be defined
as any person, firm, corporation or other entity to whom the Company has
sold product or provided services to, or product for, or to whom the
Company has made a written proposal for the sale of product or the
provision of services to or for during the twelve month period ending on
the termination of the employment of the Executive. Provided, further,
with respect to any customer for whom the Company has made a written
proposal for the sale of product or the provision of services, said
customer shall, for purposes of this Agreement, be deemed a "customer" only
during the twelve month period following the delivery of the written
proposal to said customer, and shall only be deemed a customer with respect
to the specific geographic location(s) set forth in the written proposal.
The parties acknowledge that they have attempted to limit Executive's
right to compete only to the extent necessary to protect the Company from
unfair competition. The parties further acknowledge that they have not
included a geographical restriction as the business of the Company is
international. The parties recognize, however, that reasonable people may
differ in making such a determination. Consequently, the parties hereby
agree that, if the scope or enforceability of this restrictive covenant is
in any way disputed at any time, a court or other trier of fact may modify
and enforce the covenant to the extent that it believes to be reasonable
under the circumstances existing at that time. The Executive further
acknowledges that (a) in the event this Agreement terminates for any
reason, he will be able to earn a livelihood without violating the
foregoing restrictions; and (b) his ability to earn a livelihood without
violating such restrictions is a material condition to this Agreement.
This Section shall survive the termination of this Agreement.
SECTION 12 EQUITABLE REMEDIES. Executive further acknowledges and
agrees that the covenants set forth in Sections 10 and 11 are reasonable
and necessary for the protection of Company's business interests, that
irreparable injury will result to the Company if Executive breaches any of
the terms of said covenants, and that in the event of any actual or
threatened breach by him of any of said covenants, the Company shall be
entitled to immediate injunctive and other equitable relief, and without
the necessity of showing actual monetary damages. Nothing contained herein
shall be construed as prohibiting the Company from pursuing any other
remedies available to it for such breach or threatened breach, including
the recovery of any damages which it is able to prove. This Section 12
shall survive the termination of this Agreement.
SECTION 13 WAIVER. Failure of any party hereto to insist upon
strict compliance with any of the terms, covenants, and conditions hereof
shall not be deemed a waiver or relinquishment of such terms, covenants,
and conditions or of any similar right or power hereunder at any subsequent
time.
SECTION 14 NOTICES. Any notice required to be given hereunder
shall be deemed to be effective and validly given if it contains the
information required by the relevant provisions hereof and is personally
delivered or is sent by United States registered or certified mail, postage
prepaid, to the person or entity to whom the notice is given at such
address as is the last address of the party to be given notice which is
known to the party giving notice. The date of deposit in the mail or the
date of personal delivery shall be deemed the effective date of the notice.
SECTION 15 AMENDMENT. This Agreement may be altered, amended,
revoked or terminated only by an instrument in writing executed by the
parties hereto.
SECTION 16 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties regarding the subject matter hereof.
SECTION 17 DEDUCTIONS AND WITHHOLDING. The Executive agrees that
the Company shall withhold from any and all payments required to be made to
the Executive pursuant to this Agreement and/or the Deferred Compensation
Agreement, all Federal, state, local and/or other taxes which the Company
determines are required to be withheld in accordance with applicable
statutes and/or regulations from time to time in effect.
SECTION 18 APPLICABLE LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of Illinois.
SECTION 19 BINDING EFFECT. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
executors, successors and assigns.
SECTION 20 SEVERABILITY. If any provision of this Agreement
shall be declared by any court to be illegal, void or unenforceable, the
other provisions shall not be affected but shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
Americas Power Partners, Inc., a Colorado
corporation
By:
Its
Xxxxxx X. Xxxxxx
EXHIBIT A
NON-QUALIFIED DEFERRED COMPENSATION AGREEMENT
This Non-Qualified Deferred Compensation Agreement ("Agreement") is
made this 13th day of September, 2000, by and between AMERICAS POWER
PARTNERS, INC., a Colorado corporation, (the "Company"), and XXXXXX X.
XXXXXX (the "Employee").
RECITALS
A. Employee and Company have entered into that certain employment
agreement dated of even date herewith ("Employment Agreement"), attached
hereto as Exhibit A.
B. Employee will be a key employee, director and shareholder of the
Company.
C. Pursuant to the Employment Agreement, a portion of Employee's
compensation for services rendered by Employee shall be deferred.
D. Employee and the Employer desire to set forth in writing the
terms of their agreement to provide certain deferred compensation to the
Employee.
NOW, THEREFORE, the parties agree as follows:
SECTION 1 DEFERRED COMPENSATION. Pursuant to Section 5.1 of the
Employment Agreement, Employee shall be entitled to receive Four Hundred
Eighty Thousand Dollars ($480,000) in base salary plus a bonus of Five
Hundred Thousand Dollars ($500,000), both to be earned ratable over a one
year period and to be paid to Employee as deferred compensation ("Deferred
Compensation"). The interest earned on the Deferred Compensation shall be
determined as if the Deferred Compensation earned monthly had been
deposited in an account at the end of each month, which account, plus
interest thereon, was invested at the yield of ten (10) year United States
Treasury Obligations as of the first day of each month for that month
("Interest").
SECTION 2 PAYMENT
SECTION 2.1 LUMP SUM PAYMENT. Employee's Deferred
Compensation shall be paid in one (1) lump sum payment on the earlier
of (i) termination of Employee's employment with the Company pursuant
to the Employment Agreement, or (ii) the 14th day of September, 2010.
SECTION 2.2 PAYMENT OF INTEREST. The Interest shall be
paid to Employee on each anniversary of Employee's employment and not as
Deferred Compensation.
SECTION 2.3 CONTINUED EMPLOYMENT. Employee may continue to
be employed by Employer after commencement of payment of the Deferred
Compensation.
SECTION 3 SET-OFF. The Company is entitled to set-off any monies
which are then or may become due and owing under that certain promissory
note by and between Employee and Company dated of even date herewith
("Promissory Note") against any Deferred Compensation payment due
hereunder.
SECTION 4 ENCUMBRANCE. The Deferred Compensation shall be credited
to a separate book reserve for the Employee. The Deferred Compensation may
not be assigned, alienated, pledged or otherwise encumbered by the Employee
and any attempt to do so shall be void and of no force or effect.
SECTION 5 GENERAL FUND. The Deferred Compensation credited to the
book reserve shall continue for all purposes to be part of the general
funds of the Employer, and the Employee's rights to receive such Deferred
Compensation shall be the same as those of any other unsecured general
creditor of the Employer.
SECTION 6 ENTIRE AGREEMENT. This Agreement along with the Employment
Agreement represent the entire agreement between the parties with respect
to the subject matter hereof and supersedes any prior understanding whether
written or oral.
SECTION 7 AMENDMENT. This Agreement may be amended by written
agreement signed by the parties.
SECTION 8 GOVERNING LAW. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Illinois.
SECTION 9 NOTICE. Any notice required to be given hereunder shall
be deemed to be effective and validly given if it contains the information
required by the relevant provisions hereof and is personally delivered or
is sent by United States registered or certified mail, postage prepaid, to
the person or entity to whom the notice is given at such address as is set
forth in this Agreement or at such other address as is designated in
writing by a party to the Company. The date of deposit in the mail or the
date or personal delivery shall be deemed the effective date of the notice.
SECTION 10 BINDING EFFECT. The Agreement, and all actions and
decisions hereunder, shall be binding upon the Employer, its
representatives, successors and assigns, and upon the Employee, his heirs,
executors, successors and assigns.
SECTION 11 SEVERABILITY. In the event that any provision of this
Agreement shall be held to be illegal, invalid or unenforceable for any
reason, said illegality, invalidity or unenforceability shall not affect
the remaining provisions, but shall be fully severable and the Agreement
shall be construed and enforced as if said illegal, invalid or
unenforceable provisions had never been inserted herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
Americas Power Partners, Inc., a Colorado
corporation
By:
Its: ____________________________________
Xxxxxx X. Xxxxxx
EXHIBIT B
TERRITORIES
Decatur, AL
Cheyenne Wells, Golden, Denver, Durango CO
Washington, D.C.
Orlando, Boca Raton, Jacksonville FL
Xxxxxxx, GA
Chicago, Tuscola, Champaign, IL
Boston, MA
Baltimore, College Park, MD
Lansing, MI
St. Xxxx, MN
St. Louis, Kansas City, MO
Greenville, MS
Eden, Forest City, Xxxxxx, Xxxxxx, NC
Trenton, NJ
Hempstead, Rochester, Syracuse, NY
Ashtabula, Cincinnati, OH
Tulsa, Oklahoma City, OK
Philadelphia, PA
Xxxxxx, TN
Bahia, Brazil
Altamira, Mexico
Xxxxxxxxxxxxx, XXX, Xxxxxx, Xxxxxxx Xxxxxx,
